SULLIVAN & CROMWELL LIP
TLL*PWSNCr 13W71 r-aaco
VACNMILII I-210-712-$UOO 1888
4f 67-f2?5
g. . ? .* a ..r, ? ?.
July 12. 2010
Via Federal Express
Federal Deposit Insurance Corporation
Receiver of Washington Mutual Bank. Hendcison, Nevada
1601 Bryan St. Suite 1701
Dallas, Texas 75201
Attention: RCgiOEIIL Counsel (litigation Branch) &
Deputy Director (DRR - Filed Operations Branch)
Re: Notice of Additional Claims
Dear Sirs:
We refer to the Purchase and Assumption Agreement Whole Bank, dated
as of September 25. 2W8 (the Agreement") by and among the Fndcrai Deposit
Insurance Corporation in its corporate capacity CTDIC Corporate") and as receiver
(-FDIC Rc*xivcf’ and, together with FDIC Corporate, "FDIC") and JPMorgan Chase
Bank, N.A. (together with its subsidiaries and affiliates. "JPMC") relating to the
resolution of Washington Mutual Bank. Henderson, Nevada (’WMW) This Idler
supplements our prior indemnification notices and pmvides you with written notice of an
additional mailer for which JPMC is cudded to indemnification under Section 12.1 of the
Agreement
The additional matter that gives rise to JPMC’s indemnity rights is the
following adversary proceeding pending in the United Stales District Bankruptcy Court
for the District of Delaware: In re Washistton Mutual Inc. Civ. Action No. CV-08-
12229, Adversary Case No. 10-51387, filed July 7.2010.
in this new adversary proceeding, the truss preferred consortium seeks,
among other things, (a) a declaratory judgment that the trust securities were never
transferred to WMB or JFMC. and (b) a declaratory judgment that JPMC was not a bona
fide purchaser of the securities because of its inside knowledge of purported fraud. The
complaint also claims that the Washmgton Mutual Preferred Funding entities engaged in
l- ’age 2 ot 2
Federal Deposit Insurance Corporation -2-
fraud, aided and abetted in fraud and made negligent misrepresentations. Enclosed for
your ounvcnicnce is a copy of the complaint
JPMC is advising you that the imposition of any liabilities on JPMC
would be subject to hid.ruiir,caiion by the FDIC pursuant to Section 12.1 of the
Agreement We are also advising you that IPMC may recur costs and expenses in
connecuon with defending these class actions (and similar claims that other plaintiffs
may bring) and that JPMC may decide to settle such claims, all of which would be
subject to . . cation We understand the FDIC Receiver consents to our defending
and, if we deem it to be prudent. settling such claims.
As you are aware from previous correspondence notifying you of the
FDIC’s indemnification obligations in other mailers, the matters identified in this letter
are not hwi4rd to be exhaustive or to constitute a statement that no other facts have or
may come to our attention that could result in claims for which indemnification is
provided, and we reserve the right to supplement this notice as additional facts or
circumstances may arise.
Thank you for your kind attention to this letter.
Very truly yours,
&L k
